At the Closing, [[Organization A:Organization]] shall deliver to Purchaser the following: # a Bill of Sale in the form of Exhibit B attached hereto (“Bill of Sale”) and duly executed by [[Organization A:Organization]]; # an Assignment and Assumption Agreement in the form of Exhibit C attached hereto (“Assignment and Assumption Agreement”) duly executed by [[Organization A:Organization]]; # the Consulting Agreement in the form of Exhibit D attached hereto (“Consulting Agreement”) duly executed by [[Person A:Person]]; # the Management Agreement duly executed by [[Organization A:Organization]]; # a certificate of the Chief Executive Officer (or equivalent officer) of [[Organization A:Organization]] certifying that attached thereto are true and complete copies of all resolutions adopted by the governing body of [[Organization A:Organization]] authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transaction contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all resolutions adopted in connection with the transactions contemplated hereby and thereby certifying the names and signatures of the officers of [[Organization A:Organization]] authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; and # Employment Agreements between the Purchaser and each of Mike Denny, Randy Valentine, and ​ (“Employees”) in the form of Exhibit F attached hereto (“Employment Agreements”), duly executed by the Employees.

At Closing, Purchaser shall deliver to [[Organization A:Organization]] the following: # Five Hundred Thousand and 00/100 Dollars ($500,000.00) of the Purchase Price pursuant to [Section 2.5(a)(ii)]; # the Promissory Note, Security Agreement and Assignment and Assumption Agreement duly executed by Purchaser; # the Consulting Agreement duly executed by Purchaser; # the Management Agreement duly executed by Purchaser; # a certificate of the Chief Executive Officer (or equivalent officer) of Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the governing body of Purchaser authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transaction contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all resolutions adopted in connection with the transactions contemplated hereby and thereby certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; # the Employment Agreements duly executed by Purchaser; and # the Guarantee duly executed by ​.